Business Context and Reporting Period
This Form 8-K Current Report is filed by Urban Edge Properties, a Maryland real estate investment trust (REIT), and Urban Edge Properties LP, its operating partnership. The report covers events occurring on February 28, 2023, and March 1, 2023, with the filing date of March 6, 2023. The primary purpose of this filing is to disclose the appointment of a new trustee to the Board of Trustees.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance changes and compensation arrangements for a new board member.
Material Changes
The material change reported is the appointment of Catherine D. Rice as a Trustee of Urban Edge Properties, effective March 15, 2023. Ms. Rice brings over 35 years of experience in real estate and financial industries, including prior roles as CFO of W.P. Carey and iStar Financial, and significant capital-raising expertise.
Guidance, Outlook, and Compensation
There is no forward-looking guidance, outlook, or discussion of risks and contingencies in this filing. Regarding compensation for the new trustee:
- Initial Grant: A grant of restricted common shares, deferred share units, or restricted LTIP Units with a fair value of approximately $100,000, vesting immediately upon grant.
- Prorated Annual Grant: A grant with a fair value equal to a prorated portion of the $120,000 annual trustee grant, vesting on the day prior to the anniversary of the 2022 annual meeting.
- Indemnification: An indemnification agreement has been executed, requiring the Company to indemnify and advance expenses to Ms. Rice to the fullest extent permitted by Maryland law.
Investor Verification Checklist
- Verify the effective date of Catherine D. Rice's appointment (March 15, 2023) and her tenure duration (until the 2023 annual meeting).
- Confirm the total value of the initial and prorated equity grants ($100,000 plus prorated portion of $120,000).
- Review the referenced Proxy Statement for the 2022 annual meeting for the full details of the non-employee trustee compensation program.
- Note that Ms. Rice was not appointed to any specific Board committees at the time of this filing.